KKR entities exit OneStream (OS) as Class D shares convert to $24 cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc. insider group led by K-PRIME and related KKR entities reported a series of J-code “other” transactions involving derivative securities tied to its common equity. In total, 94,520,232 derivative securities were reclassified in connection with OneStream’s previously agreed merger structure.
Under the Merger Agreement effective at the closing, each share of Class D Common Stock was cancelled and converted into the right to receive $24.00 in cash per share, before taxes. Each Common Unit—which paired units of OneStream Software LLC with shares of Class C Common Stock—was cancelled and converted into cash equal to the same $24.00 per unit, while the corresponding Class C share was converted into $0.0001 in cash. Following these transactions, the reported positions in these derivatives dropped to zero as OneStream and its subsidiary became wholly owned subsidiaries of the merger parent.
Positive
- None.
Negative
- None.
Insights
Filing records cash-out of OneStream equity in completed merger.
The disclosure shows that entities associated with KKR and K-PRIME exited their derivative exposure to OneStream, Inc. through a structured merger. Class D Common Stock and Common Units were cancelled and converted into cash, rather than bought or sold on the open market.
The key economics are straightforward: each Class D share and each Common Unit became entitled to $24.00 in cash, while corresponding Class C shares received $0.0001. The restructuring covers 94,520,232 derivative securities, indicating a full unwind of these positions after the merger closed.
Footnotes emphasize that the reporting persons disclaim beneficial ownership beyond their pecuniary interest, and that the securities were held through multiple KKR-related entities. This points to a portfolio exit via corporate transaction rather than an incremental trading signal in the public market.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
K-PRIME AG Financing LP, K-PRIME Hedge-Finance GP Ltd, K-PRIME Aggregator L.P., K-Series PE Holdings L.P., K-Series PE GP LLC, KKR Associates Group L.P., KKR Associates Group GP LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class D Common Stock | 26,227,899 | $0.00 | -- |
| Other | Class D Common Stock | 3,261,412 | $0.00 | -- |
| Other | Class D Common Stock | 86,801 | $0.00 | -- |
| Other | Class D Common Stock | 2,197,087 | $0.00 | -- |
| Other | Class D Common Stock | 1,560,909 | $0.00 | -- |
| Other | Class D Common Stock | 757,590 | $0.00 | -- |
| Other | Class D Common Stock | 5,303,124 | $0.00 | -- |
| Other | Class D Common Stock | 7,125,659 | $0.00 | -- |
| Other | Class D Common Stock | 1,067,910 | $0.00 | -- |
| Other | Class D Common Stock | 1,136,425 | $0.00 | -- |
| Other | Common Units | 45,795,416 | $0.00 | -- |
Holdings After Transaction:
Class D Common Stock — 0 shares (Indirect, See Footnotes);
Common Units — 0 shares (Indirect, See Footnotes)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent. Pursuant to the Merger Agreement, immediately before the effective time of the Mergers (the "Effective Time"), each share of Class D Common Stock of the Issuer was cancelled and converted into the right to receive $24.00 per share in cash (the "Per Share Price") without interest, less applicable withholding taxes. Common Units represented limited liability company units of Company LLC and an equal number of shares of Class C Common Stock of the Issuer. Common Units were redeemable by the holder at any time on or following the closing of the Issuer's initial public offering for shares of Class D Common Stock of the Issuer on a one-for-one basis, and a corresponding number of shares of Class C Common Stock would be forfeited in connection with the redemption. At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Price. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest. Represents securities held by KKR Dream Holdings LLC. KKR Dream Aggregator L.P. is the sole member of KKR Dream Holdings LLC. KKR Dream Aggregator GP LLC is the general partner of KKR Dream Aggregator L.P. KKR Americas Fund XII (Dream) L.P. is the sole member of KKR Dream Aggregator GP LLC. Represents securities held by KKR Americas XII (Dream) Blocker Parent L.P. Represents securities held by KKR Americas XII EEA (Dream) Blocker Parent L.P. Represents securities held by KKR Americas XII (Dream II) Blocker Parent L.P. KKR Associates Americas XII AIV L.P. is the general partner of each of KKR Americas Fund XII (Dream) L.P., KKR Americas XII (Dream) Blocker Parent L.P., KKR Americas XII EEA (Dream) Blocker Parent L.P., and KKR Americas XII (Dream II) Blocker Parent L.P. KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P. Represents securities held by KKR Wolverine I Ltd. KKR Financial Management LLC is the portfolio manager of KKR Wolverine I Ltd. Kohlberg Kravis Roberts & Co. L.P. is the sole member of KKR Financial Management LLC. KKR & Co. GP LLC is the general partner of Kohlberg Kravis Roberts & Co. L.P. KKR Holdco LLC is the sole member of KKR & Co. GP LLC. Represents securities held by KKR TFO Partners L.P. KKR Associates TFO L.P. is the general partner of KKR TFO Partners L.P. KKR TFO GP Limited is the general partner of KKR Associates TFO L.P. Represents securities held by KKR Custom Equity Opportunities Fund L.P. KKR Associates Custom Equity Opportunities L.P. is the general partner of KKR Custom Equity Opportunities Fund L.P. KKR Custom Equity Opportunities Limited is the general partner of KKR Associates Custom Equity Opportunities L.P. Represents securities held by KKR-Milton Strategic Partners L.P. KKR Associates Milton Strategic L.P. is the general partner of KKR-Milton Strategic Partners L.P. KKR Milton Strategic Limited is the general partner of KKR Associates Milton Strategic L.P. Represents securities held by KKR NGT (Dream) Blocker Parent L.P. Represents securities held by KKR NGT (Dream) Blocker Parent (EEA) L.P. KKR Associates NGT L.P. is the general partner of KKR NGT (Dream) Blocker Parent L.P. and KKR NGT (Dream) Blocker Parent (EEA) L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. Represents securities held by K-PRIME AG Financing LP. K-PRIME Hedge-Finance GP Limited is the general partner of K-PRIME AG Financing LP. K-PRIME Aggregator L.P. is the sole shareholder of K-PRIME Hedge-Finance GP Limited. K-Series PE Holdings L.P. is the general partner of K-PRIME Aggregator L.P. K-Series PE GP LLC is the general partner of K-Series PE Holdings L.P. KKR Associates Group L.P. is the sole member of K-Series PE GP LLC. KKR Associates Group GP LLC is the general partner of KKR Associates Group L.P. KKR Group Partnership L.P. is the sole member of each of KKR Americas XII AIV GP LLC, KKR Holdco LLC, and KKR Associates Group GP LLC and sole shareholder of each of KKR TFO GP Limited, KKR Custom Equity Opportunities Limited, KKR Milton Strategic Limited and KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons were the beneficial owners of any securities reported herein.
Key Figures
Restructured derivatives: 94,520,232 securities
Merger cash price: $24.00 per share
Common Unit cash amount: $24.00 per unit
+3 more
6 metrics
Restructured derivatives
94,520,232 securities
Total restructuringShares across J-code transactions
Merger cash price
$24.00 per share
Cash for each Class D Common Stock at Effective Time
Common Unit cash amount
$24.00 per unit
Cash for each Common Unit at Effective Time
Class C cash amount
$0.0001 per share
Cash for each corresponding Class C Common share
Largest Class D block
26,227,899 shares
Single J-code transaction in Class D Common Stock
Common Units block
45,795,416 units
J-code transaction in Common Units tied to Class D
Key Terms
Agreement and Plan of Merger, Per Share Price, Common Units, Class D Common Stock, +2 more
6 terms
Agreement and Plan of Merger financial
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Common Units financial
"Common Units represented limited liability company units of Company LLC and an equal number of shares"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Class D Common Stock financial
"each share of Class D Common Stock of the Issuer was cancelled and converted"
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of the securities reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What does the latest Form 4 for OneStream (OS) show about insider holdings?
The Form 4 shows K-PRIME and related KKR entities restructured 94,520,232 derivative securities tied to OneStream. These positions in Class D Common Stock and Common Units were cancelled for cash as part of a completed merger, leaving no remaining reported derivatives.
How were OneStream (OS) Common Units treated in the reported merger transactions?
Each Common Unit was cancelled and converted into cash equal to the $24.00 per-share merger price. The linked Class C Common Stock share was simultaneously cancelled and converted into $0.0001 in cash, reflecting its nominal consideration under the merger terms.
Did the reporting entities retain any OneStream (OS) derivative securities after the merger?
No. After the J-code restructuring transactions, the Form 4 shows zero derivative securities remaining for the reported positions. All disclosed Class D Common Stock and Common Units were cancelled for cash when OneStream became a subsidiary of the merger parent.
Who are the primary entities involved in the OneStream (OS) Form 4 restructuring?
The filing lists K-PRIME AG Financing LP and several affiliated KKR entities as reporting persons. Footnotes explain that the securities were actually held through various KKR-managed vehicles, and all parties disclaim beneficial ownership beyond their specific pecuniary interests.